Rule 424(b)(3)
File no. 333-183861
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Note:
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This revised form of American Depositary Receipt is being filed to reflect that the ratio of
Shares per American Depositary Share has changed from one hundred fifty shares to six hundred shares, effective August 15, 2019.
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Exhibit A to Deposit Agreement
No. ___________________________________
AMERICAN DEPOSITARY
SHARES
(
Each
American Depositary Share represents
six hundred (600) deposited Shares)
THE BANK OF NEW YORK
AMERICAN DEPOSITARY RECEIPT
FOR ORDINARY SHARES OF
WITHOUT PAR VALUE OF
GENETIC TECHNOLOGIES LIMITED
(ACN 009 212 328)
(INCORPORATED UNDER THE LAWS OF THE STATE
OF WESTERN AUSTRALIA, THE COMMONWEALTH OF AUSTRALIA)
The
Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that
, or registered
assigns IS THE OWNER OF
______________________
AMERICAN DEPOSITARY SHARES
representing
deposited ordinary shares (herein called "Shares") of GENETIC TECHNOLOGIES LIMITED (ACN 009 212 328), incorporated under
the laws of the State of Western Australia, the Commonwealth of Australia (herein called the "Company"). At the date
hereof, each American Depositary Share represents six hundred Shares which are either deposited or subject to deposit under the
deposit agreement at
the principal
Melbourne, Victoria, Australia office of National
Australia Bank Limited and the principal Melbourne, Victoria, Australia office of Australia and New Zealand Banking Group Limited
(herein collectively called the "Custodian"). The Depositary's Corporate Trust and its principal executive office are
located at 240 Greenwich Street, New York, N.Y. 10286.
THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS
IS
240 GREENWICH STREET, NEW YORK, N.Y. 10286
1.
THE DEPOSIT AGREEMENT
.
This American
Depositary Receipt is one of an issue (herein called "Receipts"), all issued and to be issued upon the terms and conditions
set forth in the deposit agreement, dated as of January 14, 2002 (herein called the "Deposit Agreement"), by and among
the Company, the Depositary, and all Owners and Beneficial Owners from time to time of Receipts issued thereunder, each of whom
by accepting a Receipt agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement
sets forth the rights of Owners and Beneficial Owners of the Receipts and the rights and duties of the Depositary in respect of
the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of such
Shares and held thereunder (such Shares, securities, property, and cash are herein called "Deposited Securities"). Copies
of the Deposit Agreement are on file at the Depositary's Corporate Trust Office in New York City and at the office of the Custodian.
The statements
made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by
and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms not defined
herein shall have the meanings set forth in the Deposit Agreement.
2.
SURRENDER
OF RECEIPTS AND WITHDRAWAL OF SHARES
.
Upon surrender
at the Corporate Trust Office of the Depositary of this Receipt, and upon payment of the fee of the Depositary provided in this
Receipt, and subject to the terms and conditions of the Deposit Agreement, the Owner hereof is entitled to delivery, to him or
upon his order, of the Deposited Securities at the time represented by the American Depositary Shares for which this Receipt is
issued. Delivery of such Deposited Securities may be made (a) by the electronic transfer thereof of Shares through the facilities
of CHESS or otherwise or the delivery of documents of title or other instruments evidencing title, as may be required under the
Company’s Constitution or applicable law or regulation in the name of the Owner hereof or as ordered by him and (b) by the
delivery of any other securities, property and cash to which such Owner is then entitled in respect of this Receipt. Such delivery
will be made at the option of the Owner hereof, either at the office of the Custodian or at the Corporate Trust Office of the Depositary
or at such other place as may be designated by such Owner, provided that the forwarding of certificates for Shares or other Deposited
Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof.
Notwithstanding any other provision of the Deposit Agreement or this Receipt, the surrender of outstanding Receipts and withdrawal
of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary
or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends,
(ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations
relating to the Receipts or to the withdrawal of the Deposited Securities.
3.
TRANSFERS, SPLIT-UPS, AND COMBINATIONS
OF RECEIPTS
.
The transfer
of this Receipt is registrable without unreasonable delay on the books of the Depositary at its Corporate Trust Office by the Owner
hereof in person or by a duly authorized attorney, upon surrender of this Receipt properly endorsed for transfer or accompanied
by proper instruments of transfer and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary
and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split
into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of
American Depositary Shares as the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration
of transfer, split-up, combination, or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, the
Custodian, or Registrar may and upon written request of the Company shall, require payment from the depositor of the Shares or
the presentor of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer
or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn)
and payment of any applicable fees as provided in this Receipt, may require (a) the production of proof satisfactory to it as to
the identity and genuineness of any signature, (b) compliance with any laws or regulations, relating to depositary receipts in
general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to
time specify in writing to the Depositary to assure compliance with the Securities Act of 1933 and the rules and regulations thereunder
and (d) compliance with such reasonable procedures, if any, as the Depositary may establish consistent with the provisions of the
Deposit Agreement or this Receipt, including, without limitation, this Article 3.
After
consultation with the Company to the extent practicable, the delivery of Receipts against deposits of Shares generally or against
deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration
of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are
closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time
because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit
Agreement or this Receipt, or for any other reason, subject to the provisions of Article 22 hereof. Notwithstanding anything to
the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding Receipts and withdrawal of Deposited Securities
may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company
or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment
of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to
the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly
accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act
of 1933, unless a registration statement is in effect as to such Shares.
4.
LIABILITY
OF OWNER OR BENEFICIAL OWNER FOR TAXES
.
If any
tax or other governmental charge shall become payable with respect to any Receipt, any American Depositary Share or any Deposited
Securities represented by any American Depositary Share evidenced hereby, such tax or other governmental charge shall be payable
by the Owner or Beneficial Owner hereof to the Depositary. The Depositary may, and upon receipt of written instructions from the
Company shall, refuse to effect any transfer of such Receipt (or any split-up or combination thereof) or any transfer of this Receipt
or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment
is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner hereof
any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by this Receipt, and may apply
such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and
the Owner or Beneficial Owner hereof shall remain liable for any deficiency.
5.
WARRANTIES
ON DEPOSIT OF SHARES
.
Every
person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and proper
evidence of title therefor are validly issued, fully paid, nonassessable, and free of any pre-emptive rights of the holders of
outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed
to represent that such Shares and the Receipts evidencing American Depositary Shares representing such Shares would not be Restricted
Securities. Such representations and warranties shall survive the deposit of Shares and issuance or cancellation of Receipts.
6.
FILING
PROOFS, CERTIFICATES, AND OTHER INFORMATION
.
Any person
presenting Shares for deposit or any Owner or Beneficial Owner of a Receipt may be required from time to time to file with the
Depositary or the Custodian such proof of citizenship or residence, exchange control approval, evidence of the number of Shares
beneficially owned or any other matters necessary or appropriate to evidence compliance with the Corporations Law of Australia,
the Foreign Acquisitions and Takeovers Act 1975, the Constitution of the Company and exchange control regulations, as indicated
to the Depositary by the Company, or such information relating to the registration on the books of the Company or the Foreign Registrar,
if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary
or proper or as the Company may reasonably instruct in writing the Depositary to require. The Depositary may, and at the reasonable
written request of the Company shall, withhold the delivery or registration of transfer of any Receipt or the distribution of any
dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof
or other information is filed or such certificates are executed or such representations and warranties made. No Share shall be
accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted
by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency
exchange. The Depositary shall provide the Company, upon the Company’s reasonable written request and at its expense, in
a timely manner, with copies of any information or other material which it receives pursuant to this Article 6. Each Owner and
Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this Article 6.
7.
CHARGES
OF DEPOSITARY
.
The Company
agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance
with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present
its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are
for the sole account of the Depositary.
The following
charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts
are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange
of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement),
or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in
effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable
to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits
or withdrawals under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided
in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to
Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the
execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement, and the surrender of Receipts
pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion
thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to Sections 4.01 through 4.04
thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount
equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as
a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were Shares),
but which securities are instead distributed by the Depositary to Owners
, (8) a fee of $.02 or less per American Depositary
Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable
as provided in clause (9) below;
provided
,
however
, that no fee will be assessed under this clause (8) if a fee was
charged pursuant to clause (6) above during that calendar year
and (9)
any other charge
payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in
connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the
date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion
of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash
distributions).
The Depositary,
subject to Article (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
8.
PRE-RELEASE
OF RECEIPTS
.
Unless
requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement,
execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement ("a Pre-Release").
The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts
which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary
knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release.
Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts are to be delivered,
that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial
right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the
benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is
inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares
or Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash
or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number
of American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent
(30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change
or disregard such limit from time to time as it deems reasonably appropriate.
The Depositary
may retain for its own account any compensation received by it in connection with the foregoing.
9.
TITLE TO RECEIPTS
.
It
is a condition of this Receipt and every successive Owner and Beneficial Owner of this Receipt by accepting or holding the same
consents and agrees, that title to this Receipt when properly endorsed or accompanied by proper instruments of transfer, is transferable
by delivery with the same effect as in the case of a negotiable instrument under the laws of New York; provided, however, that
until a Receipt shall have been transferred on the books of the Depositary as provided in Section 2.04 of the Deposit Agreement,
the Company and the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this Receipt is
registered on the books of the Depositary as the absolute Owner hereof for the purpose of determining the person entitled to distribution
of dividends or other distributions or to any notice provided for in the Deposit Agreement or for all other purposes, and neither
the Depositary nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any holder
of a Receipt unless such holder is the Owner thereof.
10.
VALIDITY OF RECEIPT
.
This
Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this
Receipt shall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided,
however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are
countersigned by the manual signature of a duly authorized officer of the Registrar.
11.
REPORTS; INSPECTION OF TRANSFER BOOKS
.
The
Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain
reports with the Securities and Exchange Commission by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange
Act of 1934. Such reports and communications will be available for inspection and copying by Owners and Beneficial Owners at the
public reference facilities maintained by the Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Depositary
will make available for inspection by Owners of Receipts at its Corporate Trust Office any reports and communications, including
any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited
Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary will also,
upon written request, send to Owners of Receipts copies of such reports when furnished by the Company pursuant to the Deposit Agreement.
The Depositary
will keep books, at its Corporate Trust Office, for the registration of Receipts and transfers of Receipts which at all reasonable
times shall be open for inspection by the Owners of Receipts provided that such inspection shall not be for the purpose of communicating
with Owners of Receipts in the interest of a business or object other than the business of the Company or a matter related to the
Deposit Agreement or the Receipts.
12.
DIVIDENDS AND DISTRIBUTIONS
.
Whenever
the Depositary receives any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, if at the
time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable
basis into United States Dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend
or distribution into dollars and will distribute the amount thus received (net of the fees and expenses of the Depositary as provided
in Article 7 hereof and Section 5.09 of the Deposit Agreement, if applicable) to the Owners of Receipts entitled thereto; provided,
however, that in the event that the Company or the Depositary is required to withhold and does withhold from any cash dividend
or other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the
Owners of the Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly.
Subject
to the provisions of Section 4.11 and Section 5.09 of the Deposit Agreement, whenever the Depositary receives any distribution
other than a distribution described in Sections 4.01, 4.03 or 4.04 of the Deposit Agreement, the Depositary will cause the securities
or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses
of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing
such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing
such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately
among the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible,
the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including,
but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds
of any such sale (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit
Agreement) shall be distributed by the Depositary to the Owners of Receipts entitled thereto, all in the manner and subject to
the conditions described in Section 4.01 of the Deposit Agreement.
If any
distribution consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall, subject to the following
sentence, if the Company shall so request, distribute to the Owners of outstanding Receipts entitled thereto,
additional
Receipts evidencing an aggregate number of American Depositary Shares representing
the amount
of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect
to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any
tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses
of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement. The Depositary may withhold any such
distribution of Receipts if it has not received satisfactory assurances from the Company that such distribution does not require
registration under the Securities Act of 1933 or is exempt from registration under the provisions of such Act. In lieu of delivering
Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the amount of Shares represented
by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in
Section 4.01 of the Deposit Agreement. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth
also represent the additional Shares distributed upon the Deposited Securities represented thereby.
In the
event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject
to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private
sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such
manner as the Depositary deems necessary and practicable to pay any such taxes or charges, and the Depositary shall distribute
the net proceeds of any such sale after deduction of such taxes or charges to the Owners of Receipts entitled thereto.
13.
RIGHTS
.
In
the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe
for additional Shares or any rights of any other nature, the Depositary shall after consultation with the Company, have discretion
as to the procedure to be followed in making such rights available to any Owners or in disposing of such rights on behalf of any
Owners and making the net proceeds available to such Owners or, if by the terms of such rights offering or, for any other reason,
the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available
to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary
reasonably determines in its discretion that it is lawful and feasible to make such rights available to all Owners or to certain
Owners but not to other Owners, the Depositary may distribute to any Owner to whom it determines the distribution to be lawful
and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor
in such form as it deems appropriate.
In circumstances
in which rights would otherwise not be distributed, if an Owner of Receipts requests the distribution of warrants or other instruments
in order to exercise the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary
will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected
in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has
determined in its sole discretion are reasonably required under applicable law.
If the
Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an
Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by
such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received
upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth
in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares,
and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such
Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.02 of the Deposit Agreement, and
shall, pursuant to Section 2.03 of the Deposit Agreement, execute and deliver Receipts to such Owner. In the case of a distribution
pursuant to the second paragraph of this Article 13, such Receipts shall be legended in accordance with applicable U.S. laws, and
shall be subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under such laws.
If the
Depositary reasonably determines in its discretion that it is not lawful and feasible to make such rights available to all or certain
Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by
the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds
of such sales (net of the fees and expenses of the Depositary as provided in Section 5.09 of the Deposit Agreement and all taxes
and governmental charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement)
for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical
basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt
or otherwise.
The Depositary
will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration
under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions of such Act;
provided, that nothing in the Deposit Agreement shall create, any obligation on the part of the Company to file a registration
statement under the Securities Act of 1933 with respect to such rights or underlying securities or to endeavor to have such a registration
statement declared effective or otherwise to register such rights or securities under any other applicable laws for any purpose.
If an Owner of Receipts requests the distribution of warrants or other instruments, notwithstanding that there has been no such
registration under such Act, the Depositary shall not effect such distribution unless it has received an opinion from recognized
counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt
from such registration.
The Depositary
shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners
in general or any Owner in particular.
14.
CONVERSION OF FOREIGN CURRENCY
.
Whenever
the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds
from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can
in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such
foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall
have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such
warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable
basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt
or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09
of the Deposit Agreement.
If such
conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary
shall file such application for approval or license, if any, as it may deem desirable; provided, however, that in no event shall
the Company be required to may any such filing.
If at
any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is
not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government
or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if
any such approval or license is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary
to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective
accounts of, the Owners entitled to receive the same.
If any
such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto,
the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled
thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and
without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
15.
RECORD DATES
.
Whenever
any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever
rights shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting
of holders of Shares or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of
Shares that are represented by each American Depositary Share, or whenever the Depositary shall find it necessary or convenient,
the Depositary shall fix a record date which shall, insofar as is reasonably practicable, be as close as possible to the record
date established by the Company in respect of the Shares or other Deposited Securities (if applicable) (a) for the determination
of the Owners of Receipts who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the
sale thereof, (ii) entitled to give instructions for the exercise of voting rights at any such meeting or (iii) responsible for
any fee assessed by the Depositary pursuant to the Deposit Agreement, or (b) on or after which each American Depositary Share will
represent the changed number of Shares, subject to the provisions of the Deposit Agreement.
16.
VOTING OF DEPOSITED SECURITIES
.
Upon
receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company the
Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the discretion
of the Depositary, unless otherwise advised to the Depositary by the Company in writing, which shall contain (a) such information
as is contained in such notice of meeting received by the Depositary from the Company, and (b) a statement that the Owners as of
the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of
the Constitution of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise
of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective
American Depositary Shares and (c) a statement as to the manner in which such instructions may be given or deemed given in accordance
with the last sentence of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person
designated to the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date
established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted
the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance
with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches
to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If no instructions
are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by the American Depositary
Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary
shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with
respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company
to vote such Deposited Securities;
provided
, that no such instruction shall be deemed given and no such discretionary proxy
shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such
information as promptly as practicable in writing) that (x) the Company does not wish such proxy given, (y) substantial opposition
exists or (z) such matter materially and adversely affects the rights of holders of Shares.
There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph
sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance
with the provisions set forth in the preceding paragraph.
17.
CHANGES AFFECTING DEPOSITED SECURITIES
.
In
circumstances where the provisions of Section 4.03 of the Deposit Agreement do not apply, upon any change in nominal value, change
in par value, split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization,
merger or consolidation, or sale of assets affecting the Company or to which it is a party, any securities which shall be received
by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities shall, if permitted
by applicable law, be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth
represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received in exchange
or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may,
and shall if the Company shall so request, execute and deliver additional Receipts as in the case of a dividend in Shares, or call
for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.
Immediately
upon the occurrence of any such split-up, consolidation or any other reclassification, or conversion or exchange, covered by Section
4.08 of the Deposit Agreement in respect of Deposited Securities, the Company shall notify the Depositary in writing of such occurrence
and as soon as practicable after receipt of such notice from the Company, the Depositary shall give notice thereof, at the Company’s
expense, to all Owners.
18.
LIABILITY OF THE COMPANY AND DEPOSITARY
.
Neither
the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any
liability to any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law or regulation
of the United States, the Commonwealth of Australia or any other country, or of any other governmental or regulatory authority
or stock exchange or automated quotation system (including, without limitation, the NASDAQ National Market, or by reason of any
provision, present or future, of the Constitution of the Company, or by reason of any provision of any securities issued or distributed
by the Company, or any offering or distribution thereof, or by reason of any act of God or war or other circumstances beyond its
control, the Depositary or the Company (or any of their respective directors, officers, employees, agents or affiliates) shall
be prevented, delayed or forbidden from or be subject to any civil or criminal penalty on account of doing or performing any act
or thing which by the terms of the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary or the
Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or Beneficial
Owner of a Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which
by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure
to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.01,
4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, such
distribution or offering may not be made available to Owners of Receipts, and the Depositary may not dispose of such distribution
or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company nor the Depositary nor any of
their respective directors, officers, employees, agents and affiliates assume any obligation or shall be subject to any liability
under the Deposit Agreement to Owners or Beneficial Owners of Receipts, except that they agree to perform their obligations specifically
set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any liability with respect
to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company nor any of their respective directors,
officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit, or
other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it (in
its sole discretion) in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished
as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the
responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company nor any of their respective
directors, employees, officers, agents or affiliates shall be liable for any action or nonaction by it in reliance upon the advice
of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Beneficial Owner of a
Receipt, or any other person believed by it in good faith to be competent to give such advice or information. Each of the Depositary,
the Company and their directors, officers, employees, agents and controlling persons may rely and shall be protected in acting
upon any written notice, request, direction or other document believed by such person to be genuine and to have been signed or
presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instructions
to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided
that any such action or nonaction is in good faith. The Depositary shall not be liable for any acts or omissions made by a successor
depositary whether in connection with a previous act or omission of the Depositary or in connection with a matter arising wholly
after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability
arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Company agrees
to indemnify the Depositary, its directors, officers, employees, agents and affiliates and any Custodian against, and hold each
of them harmless from, any liability or expense (including, but not limited to, the fees and expenses of counsel) which may arise
out of any registration with the Commission of Receipts, American Depositary Shares or Deposited Securities or the offer or sale
thereof in the United States or out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement and
of the Receipts, as the same may be amended, modified, or supplemented from time to time, (i) by either the Depositary or a Custodian
or their respective directors, officers, employees, agents and affiliates, except for any liability or expense arising out of the
negligence or bad faith of either of them, or (ii) by the Company or any of its directors, officers, employees, agents and affiliates.
No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.
19.
RESIGNATION AND REMOVAL OF THE DEPOSITARY
.
The Depositary may at any time resign as Depositary
under the Deposit Agreement by written notice of its election so to do delivered to the Company, such resignation to take effect
upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, to become effective upon
the later of (i) the 120
th
day after delivery of the notice to the Depositary and (ii) the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit Agreement. Whenever the Depositary in its discretion
determines that it is in the best interest of the Owners of Receipts to do so, it may appoint a substitute or additional custodian
or custodians.
20.
AMENDMENT
.
The
form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary without the consent of Owners or Beneficial Owners of Receipts in any respect which they
may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental
charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall
otherwise prejudice any substantial existing right of Owners of Receipts, shall, however, not become effective as to outstanding
Receipts until the expiration of thirty days after notice of such amendment shall have been given to the Owners of outstanding
Receipts. Every Owner of a Receipt at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt,
to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment
impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented
thereby except in order to comply with mandatory provisions of applicable law. The Company and the Depositary shall amend the Deposit
Agreement as necessary to reflect changes from time to time in Australian law and the Company’s Constitution.
21.
TERMINATION OF DEPOSIT AGREEMENT
.
The
Depositary shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination
to the Owners of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination. The
Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Owners of
all Receipts then outstanding if at any time 90 days shall have expired after the Depositary shall have delivered to the Company
a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment
as provided in the Deposit Agreement. On and after the date of termination, the Owner of a Receipt, will upon (a) surrender of
such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts
referred to in Section 2.05 of the Deposit Agreement, and (c) payment of any applicable taxes or governmental charges be entitled
to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced
by such Receipt. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue
the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, shall not accept
deposits of Shares (and shall so instruct each Custodian), and shall not give any further notices or perform any further acts under
the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited
Securities, shall sell rights and other property as provided in the Deposit Agreement, and shall continue to deliver Deposited
Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of
any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, in each case, the fee of
the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the
terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration
of one year from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement
and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder,
unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore
been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making
such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net
proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses
for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable
taxes or governmental charges) and except for its obligations to the Company under Section 5.08 of the Deposit Agreement. Upon
the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except
for its obligations to the Depositary with respect to indemnification, charges, and expenses of the Deposit Agreement.
22.
COMPLIANCE WITH U.S. SECURITIES LAWS
.
Notwithstanding
anything in the Deposit Agreement or this Receipt to the contrary, the Company and the Depositary each agrees that it will not
exercise any rights it has under the Deposit Agreement to prevent the withdrawal or delivery of Deposited Securities in a manner
which would violate the U.S. securities laws, including, but not limited to, Section I.A.(1) of the General Instructions to the
Form F-6 Registration Statement, as amended from time to time, under the Securities Act of 1933.
23.
DISCLOSURE
OF INTERESTS.
The Company
may from time to time request Owners to provide information as to the capacity in which such Owners own or owned Receipts and regarding
the identity of any other persons then or previously interested in such Receipts and the nature of such interest. Each Owner agrees
to provide any information requested by the Company or the Depositary pursuant to Section 3.04 of the Deposit Agreement. The Depositary
agrees to comply with reasonable written instructions received from the Company requesting that the Depositary forward any such
requests to the Owners and to forward to the Company any such responses to such requests received by the Depositary. To the extent
that provisions of or governing any Deposited Securities or the rules or regulations of any governmental authority or securities
exchange or automated quotation system may require the disclosure of beneficial or other ownership of Deposited Securities, other
Shares and other securities to the Company or other persons and may provide for blocking transfer and voting or other rights to
enforce such disclosure or limit such ownership, the Depositary shall use its reasonable efforts to comply with Company's instructions
in respect of any such enforcement or limitation.
24.
SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES.
In the Deposit Agreement, the Company has (i)
appointed Greenberg Traurig, LLP, New York Office, MetLife Building 200 Park Avenue New York, NY 10166, Attention: Ross Kaufman,
as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the
Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to
the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted,
and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process
upon the Company in any such suit or proceeding.
To the extent that the Company or any of its
properties, assets or revenues may have or hereafter become entitled to, or have attributed to it, any right of immunity, on the
grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof,
from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment,
from attachment in aid of execution or judgment, or other legal process or proceeding for the giving of any relief or for the enforcement
of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities
or any other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares,
the Receipts or the Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally
waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.
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